7 November 2025
On 5 November 2025, during the public part of the plenary session in the form of written proceedings, the Second Senate deliberated the case upon the constitutional complaint of Merista Limited Liability Company (hereinafter, the “Company”) regarding the compliance with the Constitution of Ukraine (constitutionality) of Articles 5.3, 5.4 of the Commercial Procedure Code of Ukraine (hereinafter, the “Code”), paragraph 7 of Section II ‘Final and Transitional Provisions’ of the Law of Ukraine ‘On Amendments to Certain Legislative Acts of Ukraine Regarding the Improvement of Mechanisms for Regulating Banking Activities’ dated 13 May 2020 No. 590-IX (hereinafter, the “Law”).
During the plenary session, the judge-rapporteur in the case, Oleg Pervomaiskyi, outlined the content of the constitutional complaint and the applicant's arguments. According to him, the contested provisions of the Code and the Law establish, in particular, that:
– “the only way to protect the rights of persons who are (were) participants in a bank and whose rights and interests were violated as a result of the withdrawal of an insolvent bank from the market or the liquidation of a bank on the basis of an unlawful (illegal) individual act of the National Bank of Ukraine, the Deposit Guarantee Fund for Individuals, the Ministry of Finance of Ukraine, the National Securities and Stock Market Commission, or a decision of the Cabinet of Ministers of Ukraine, is compensation for the damage caused in monetary form” (Article 5.3);
– “Recognition of an individual act/decision specified in part three of this article as unlawful (illegal) cannot be grounds for applying remedies in the form of invalidating, invalid, unlawful and revocation of any decisions, transactions or other actions/recognition of unlawful inaction, adopted, committed or allowed in the procedure for removing an insolvent bank from the market/liquidation of a bank” (Article 5.4).
– “court proceedings in commercial cases on the basis of a claim by a participant and/or former participant of the bank for the protection of rights or interests that were violated as a result of the withdrawal of the bank from the market on the basis of an unlawful (illegal) individual act of the National Bank of Ukraine, the Deposit Guarantee Fund, the Ministry of Finance of Ukraine, the National Securities and Stock Market Commission, a decision of the Cabinet of Ministers of Ukraine, the court proceedings of which, as of the date of entry into force of this Law, have not been completed in the courts of first, appeal or cassation instance by the adoption of a decision (ruling, resolution), in case of non-compliance of the methods of protection chosen by the plaintiff with the requirements of Articles 5.3 and 5.4 of the Commercial Procedure Code of Ukraine, shall be closed in the relevant part by the court considering the case” (paragraph 7 of Section II “Final and Transitional Provisions” of the Law).
The content of the constitutional complaint and the materials attached to it show that the Company filed a lawsuit with the Commercial Court of Kyiv against the Joint Stock Company Commercial Bank PrivatBank (hereinafter, the “Bank”) and the Ministry of Finance of Ukraine to invalidate the agreements and acts related to the acquisition of the Bank's shares. The Commercial Court of Kyiv closed the proceedings in the case by its ruling of 23 May 2024. The Northern Commercial Court of Appeal, by its resolution of 9 December 2024, left the decision of the court of first instance unchanged. The Supreme Court, composed of a Board of judges of the Commercial Court of Cassation, by its resolution of 18 March 2025, dismissed the Company's cassation appeal and left the decisions of the courts of first and appeal instances unchanged.
The author of the petition believes that the contested provisions of the Code and the Law contradict the constitutional principle of the inviolability of property rights, make it impossible to exercise and restore those rights, restrict the right of individuals to effective judicial protection, as they significantly restrict the means of protecting the property rights of the bank's shareholders, violate such fundamental principles of justice as the equality of all participants in the judicial process and the adversarial nature of the parties, as well as a number of constitutional principles, primarily the rule of law.
In addition, the judge-rapporteur in the case, Oleg Pervomaiskyi, announced that in order to ensure a full and objective deliberation of the case and the delivering of a well-reasoned decision by the Court, he had sent requests to state authorities, scientific institutions, higher education establishments, and members of the Court's Judicial Council. The judges will be informed in detail of the content of the responses during the in-camera part of the plenary session.
After examining the case materials in the public part of the plenary session, the Court proceeded to the in-camera part to deliver its decision.
Ukrainian citizens who wished to attend the public part of the plenary session of the Court participated in the plenary session.
A recording of the plenary session is available on the Court's official website in the section “Archive of video broadcasts of sessions”.
